EXHIBIT 5.1



                                     June 4, 1997

RTW, Inc.
8500 Normandale Lake Boulevard
Suite 1400
Bloomington, Minnesota 55437

    RE:  OPINION OF COUNSEL AS TO LEGALITY OF 1,125,000 SHARES OF COMMON STOCK
         TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933

Ladies and Gentlemen:

    This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 1,125,000, shares of Common Stock, no par
value per share, of RTW, Inc. (the "Company") offered to key employees,
directors and consultants pursuant to the Amended RTW, Inc. 1994 Stock Plan (the
"Plan").

    As general counsel for the Company, we advise you that it is our opinion,
based on our familiarity with the affairs of the Company and upon our
examination of pertinent documents, that the 1,125,000 shares of Common Stock to
be offered to employees, directors and consultants by the Company under the Plan
will, when paid for and issued, be validly issued and lawfully outstanding,
fully paid and nonassessable shares of Common Stock of the Company.

    The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.

                             Very truly yours,

                             LINDQUIST & VENNUM P.L.L.P.

                             /s/ Lindquist & Vennum P.L.L.P.